Liberty Sky Investments v Goh Seng Heng: Mareva Injunction & Fraudulent Misrepresentation

In Liberty Sky Investments Ltd v Goh Seng Heng and another, the Singapore High Court addressed the plaintiff's application for a Mareva injunction against Dr. Goh Seng Heng and his daughter, Michelle Goh, concerning allegations of fraudulent misrepresentation related to the purchase of shares in Aesthetic Medical Partners Pte Ltd (AMP). The plaintiff claimed that Dr. Goh made misrepresentations regarding an imminent trade sale or IPO of AMP, inducing them to purchase shares for $14,442,050. The court granted the injunction against Dr. Goh, finding a good arguable case of fraudulent misrepresentation and a real risk of asset dissipation, but dismissed the application against Michelle Goh. Subsequently, Dr. Goh's application to discharge the injunction was also dismissed, with the court citing new evidence reinforcing the risk of asset dissipation.

1. Case Overview

1.1 Court

High Court of Singapore

1.2 Outcome

Injunction granted against the first defendant, Dr Goh Seng Heng, and application for discharge of the injunction dismissed.

1.3 Case Type

Civil

1.4 Judgment Type

Grounds of Decision

1.5 Jurisdiction

Singapore

1.6 Description

Singapore High Court case involving a Mareva injunction application against Dr. Goh for alleged fraudulent misrepresentation in a share purchase.

1.7 Decision Date

2. Parties and Outcomes

Party NameRoleTypeOutcomeOutcome TypeCounsels
Goh Ming Li MichelleRespondentIndividualApplication DismissedWon
Dr Goh Seng HengRespondentIndividualInjunction GrantedLost
Liberty Sky Investments LtdApplicantCorporationInjunction GrantedWon

3. Judges

Judge NameTitleDelivered Judgment
Debbie OngJudicial CommissionerYes

4. Counsels

Counsel NameOrganization
Hari VeluriMorgan Lewis Stamford LLC
Kenneth ChuaMorgan Lewis Stamford LLC
Ong Pei ChingMorgan Lewis Stamford LLC
Adrian TanMorgan Lewis Stamford LLC
Yeoh Jean WernMorgan Lewis Stamford LLC
Goh Chee Hsien, JoelMorgan Lewis Stamford LLC
Lim Siok KhoonMorgan Lewis Stamford LLC
Keith HanCavenagh Law LLP
Harpreet Singh Nehal SCCavenagh Law LLP
Tan Tian YiCavenagh Law LLP

4. Facts

  1. Dr. Goh and Michelle Goh allegedly made fraudulent misrepresentations to the plaintiff's representatives.
  2. The misrepresentations concerned an imminent trade sale or IPO of Aesthetic Medical Partners Pte Ltd (AMP).
  3. The plaintiff purchased 32,049 shares in AMP from Dr. Goh for $14,442,050 based on these representations.
  4. The trade sale and IPO did not materialize as represented.
  5. Dr. Goh allegedly painted a pressing situation where funds were urgently needed to buy out minority shareholders.
  6. Dr. Goh admitted to using funds from the plaintiff to purchase two Sentosa properties in his children's names.
  7. Dr. Goh conceded that there was no urgent need for funds to buy out minority shareholders.

5. Formal Citations

  1. Liberty Sky Investments Ltd v Goh Seng Heng and another, Suit No 1311 of 2015 (Summons No 2483 of 2016 and Summons No 1814 of 2017), [2017] SGHC 182

6. Timeline

DateEvent
Alleged misrepresentation regarding trade sale to Mr. Peter Lim.
Alleged misrepresentation regarding IPO completion target.
Target date for IPO completion per alleged misrepresentation.
Latest target date for IPO completion per alleged misrepresentation.
Mdm Gong joined the AMP board of directors.
Mdm Gong left the AMP board of directors.
Date of Statement of Claim.
Dr Goh entered into a Contract of Professional Services with AMP.
Dr Goh resigned from AMP.
Plaintiff became aware of the FH Report and injunction in Suit 111.
Hearing for Summons No 2483 of 2016.
Hearing for Summons No 2483 of 2016.
Hearing for Summons No 2483 of 2016.
Hearing for Summons No 2483 of 2016.
Hearing for Summons No 2483 of 2016.
Hearing for Summons No 2483 of 2016.
Court of Appeal discharged Mareva injunction in Suit 111.
Hearing for Summons No 1814 of 2017.
Hearing for Summons No 1814 of 2017.
Judgment Date

7. Legal Issues

  1. Fraudulent Misrepresentation
    • Outcome: The court found that the plaintiff had demonstrated a good arguable case of fraudulent misrepresentation against Dr. Goh.
    • Category: Substantive
    • Sub-Issues:
      • False representation
      • Reliance on misrepresentation
      • Damages as a result of misrepresentation
  2. Mareva Injunction
    • Outcome: The court granted the Mareva injunction against Dr. Goh, finding a real risk of dissipation of assets.
    • Category: Procedural
    • Sub-Issues:
      • Risk of dissipation of assets
      • Good arguable case

8. Remedies Sought

  1. Rescission of the Share Purchase Agreement
  2. Return of the Sale Price
  3. Monetary Damages

9. Cause of Actions

  • Fraudulent Misrepresentation
  • Negligent Misstatement

10. Practice Areas

  • Commercial Litigation
  • Asset Recovery

11. Industries

  • Healthcare
  • Investment

12. Cited Cases

Case NameCourtAffirmedCitationJurisdictionSignificance
Bouvier, Yves Charles Edgar and another v Accent Delight International Ltd and another and another appealCourt of AppealYes[2015] 5 SLR 558SingaporeCited for the requirements for the grant of Mareva relief, specifically regarding the need for a good arguable case and a real risk of dissipation of assets.
Ninemia Maritime Corporation v Trave Schiffahrtgesellschaft mbH und Co KG (The Niedersachsen)N/AYes[1983] 2 Lloyd’s Rep 600N/ACited for the definition of a 'good arguable case' as being more than barely capable of serious argument but not necessarily having a better than 50% chance of success.
Guan Chong Cocoa Manufacturer Sdn Bhd v Pratiwi Shipping SAN/AYes[2003] 1 SLR(R) 157N/ACited for the principle that a real risk of dissipation must be demonstrated with solid evidence, not just bare assertions.
Liberty Sky Investments Ltd v Oversea-Chinese Banking Corp Ltd and anotherHigh CourtYes[2017] SGHC 20SingaporeCited for the background facts of Suit 1311 and the court's finding of a prima facie case of fraudulent misrepresentation against Dr Goh.
Panatron Pte Ltd and another v Lee Cheow Lee and anotherCourt of AppealYes[2001] 2 SLR(R) 435SingaporeCited for the principle that misrepresentations need not be the sole inducement for entering a transaction, but must play a real and substantial role.
Solvadis Commodity Chemicals GmbH v Affert Resources Pte LtdN/AYes[2014] 1 SLR 174N/ACited for the principle that a lack of commercial morality can demonstrate that a party's probity may not be relied upon.
S & F International Ltd v Trans-con Engineering Sdn BhdN/AYes[1985] 1 MLJ 62N/ACited for the principle that the object of a Mareva injunction is to prevent the dissipation of assets to frustrate a judgment.
Choy Chee Keen Collin v Public Utilities BoardCourt of AppealYes[1996] 3 SLR(R) 812SingaporeCited for the principle that the object of a Mareva injunction is to prevent the dissipation of assets to frustrate a judgment.
Art Trend Ltd v Blue Dolphin (Pte) Ltd and othersN/AYes[1981-1982] SLR(R) 633N/ACited for the principle that the object of a Mareva injunction is to prevent the dissipation of assets to frustrate a judgment.
Art Trend Ltd v Blue Dolphin (Pte) Ltd and othersN/AYes[1983-1984] SLR(R) 105N/ACited for the principle that the object of a Mareva injunction is to prevent the dissipation of assets to frustrate a judgment.

13. Applicable Rules

Rule Name
No applicable rules

14. Applicable Statutes

Statute NameJurisdiction
No applicable statutes

15. Key Terms and Keywords

15.1 Key Terms

  • Mareva injunction
  • Fraudulent misrepresentation
  • Dissipation of assets
  • Good arguable case
  • Trade sale
  • Initial public offering
  • Minority shareholders
  • Sale Price
  • Aesthetic Medical Partners Pte Ltd
  • Contract of Professional Services
  • Licence Agreement

15.2 Keywords

  • Mareva injunction
  • fraudulent misrepresentation
  • asset dissipation
  • Singapore High Court
  • investment
  • shares
  • injunction

17. Areas of Law

Area NameRelevance Score
Mareva Injunctions95
Injunctions90
Misrepresentation70
Fraud and Deceit70
Civil Procedure50
Contract Law40
Summary Judgement30
Corporate Law30
Estoppel20

16. Subjects

  • Injunctions
  • Fraud
  • Misrepresentation
  • Civil Litigation